0000716646-03-000008 Sample Contracts

SUBORDINATION AGREEMENT
Subordination Agreement • May 12th, 2003 • Novitron International Inc • Laboratory analytical instruments • Illinois

WHEREAS, GPSI Acquisition, Inc. and BioClinical Concepts, Inc. (collectively the "Borrowers"), are indebted to the Undersigned, as evidenced by a Credit Agreement, Security Agreement and Master Promissory Note in the face amount of $2,000,000.00, each dated as of July 1, 2002 (the "Junior Debt Instruments"), and will or may from time to time hereafter be otherwise indebted to the Undersigned in various sums;

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TRADEMARK SECURITY AGREEMENT
Trademark Security Agreement • May 12th, 2003 • Novitron International Inc • Laboratory analytical instruments • Illinois

THIS TRADEMARK SECURITY AGREEMENT (the "Security Agreement") made as of this 31st day of March, 2003, by Clinical Data Inc., a Delaware corporation ("Borrower") in favor of LaSalle Business Credit, LLC, with an office at 135 South LaSalle Street, Suite 425, Chicago, Illinois 60603 ("Lender"):

AMENDMENT DATED AS OF APRIL 29, 2003 TO ASSET PURCHASE AGREEMENT DATED AS OF DECEMBER 9, 2002 (AS AMENDED) BY AND AMONG ELAN PHARMACEUTICALS, INC., ELAN DIAGNOSTICS, INC., NOVITRON INTERNATIONAL, INC. AND CLINICAL DATA INC. AMENDMENT
Asset Purchase Agreement • May 12th, 2003 • Novitron International Inc • Laboratory analytical instruments • New York

AMENDMENT dated as of April 29, 2003 (this "Amendment"), to ASSET PURCHASE AGREEMENT, dated as of December 9, 2002, as previously amended on February 10, 2003, March 18, 2003 and March 31, 2003 (the "Agreement"), by and among ELAN PHARMACEUTICALS, INC., a Delaware corporation ("Parent"), ELAN DIAGNOSTICS, INC., a Delaware corporation ("Seller"), NOVITRON INTERNATIONAL, INC., a Delaware corporation ("Buyer"), and CLINICAL DATA INC., a Delaware corporation ("Clinical Data").

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG NOVITRON INTERNATIONAL, INC.; SPECTRAN HOLDINGS, INC.; AND LANDMARK SCIENTIFIC, INC. Dated as of April 29, 2003
Agreement and Plan of Merger • May 12th, 2003 • Novitron International Inc • Laboratory analytical instruments • Delaware
AGREEMENT AND PLAN OF MERGER BY AND AMONG NOVITRON INTERNATIONAL, INC.; CLINICAL DATA INC.; AND GROUP PRACTICE SERVICES INCORPORATED Dated as of April 29, 2003
Merger Agreement • May 12th, 2003 • Novitron International Inc • Laboratory analytical instruments • Delaware
PATENT SECURITY AgREEMENT
Patent Security Agreement • May 12th, 2003 • Novitron International Inc • Laboratory analytical instruments • Illinois

THIS PATENT SECURITY AGREEMENT (the "Security Agreement") made as of this 31st day of March, 2003, by Clinical Data Inc., a Delaware corporation ("Borrower") in favor of LaSalle Business Credit, LLC with an office at 135 South LaSalle Street, Suite 425, Chicago, Illinois 60603 ("Lender"):

NOVITRON INTERNATIONAL, INC. One Gateway Center, Suite 411 Newton, MA 02458
Asset Purchase Agreement • May 12th, 2003 • Novitron International Inc • Laboratory analytical instruments

We refer you to that certain Asset Purchase Agreement, dated as of December 9, 2002 (the "Asset Purchase Agreement"), by and among Elan Pharmaceuticals, Inc., a Delaware corporation ("Parent"), Elan Diagnostics, Inc., a Delaware corporation ("Seller") and Novitron International, Inc., a Delaware corporation ("Buyer").

Exhbit 10.2
Loan and Security Agreement • May 12th, 2003 • Novitron International Inc • Laboratory analytical instruments

Clinical Data Inc., a Delaware corporation ("Clinical"), GPSI Acquisition, Inc., a Delaware corporation ("GPSI") and BioClinical Concepts, Inc., a Delaware Corporation ("BioClinical") (Clinical, GPSI and BioClinical are collectively referred to as "Borrowers") and LaSalle Business Credit, LLC, a Delaware limited liability company, ("Lender") have entered into that certain Loan and Security Agreement dated March 31, 2003 (the "Security Agreement"). From time to time thereafter, Borrowers and Lender may have executed various amendments (each an "Amendment" and collectively the "Amendments") to the Security Agreement (the Security Agreement and the Amendments hereinafter are referred to, collectively, as the "Agreement"). Borrowers and Lender now desire to further amend the Agreement as provided herein, subject to the terms and conditions hereinafter set forth.

ELAN PHARMACEUTICALS, INC. ELAN DIAGOSTICS, INC. c/o Elan Pharmaceuticals, Inc. 800 Gateway Boulevard South San Francisco, CA 94080
Asset Purchase Agreement • May 12th, 2003 • Novitron International Inc • Laboratory analytical instruments

We refer you to the Asset Purchase Agreement, dated as of December 9, 2002, as amended (the "Asset Purchase Agreement"), by and among Elan Pharmaceuticals, Inc., a Delaware corporation, Elan Diagnostics, Inc., a Delaware corporation, and Novitron International, Inc., a Delaware corporation.

Re: Asset Purchase Agreement
Asset Purchase Agreement • May 12th, 2003 • Novitron International Inc • Laboratory analytical instruments

We refer you to the Asset Purchase Agreement, dated as of December 9, 2002 (the "Asset Purchase Agreement"), by and among Elan Pharmaceuticals, Inc., a Delaware corporation, Elan Diagnostics, Inc., a Delaware corporation, and Novitron International, Inc., a Delaware corporation.

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